SECURITY AGREEMENT
Exhibit 4.10
THIS SECURITY AGREEMENT dated as of November 17, 2006, among HCA Inc., a Delaware corporation
(the “Company”), each of the Subsidiaries of the Company listed on the signature pages
hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a
“Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary
Grantors and the Company are referred to collectively as the “Grantors”), and Bank of
America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) under the
Credit Agreement (as defined below) for the benefit of the Secured Parties.
W I T N E S S E T H:
WHEREAS, the Borrowers (as defined below) are party to the Credit Agreement, dated as of
November 17, 2006 (as the same may be amended, restated, supplemented or otherwise modified,
refinanced or replaced from time to time, the “Credit Agreement”) among the Company, HCA UK
Capital Limited, a limited liability company (company no. 04779021) formed under the laws of
England and Wales (the “European Subsidiary Borrower” and together with the Company, the
“Borrowers”), the lenders or other financial institutions or entities from time to time
parties thereto (the “Lenders”) and Bank of America, N.A., as Administrative Agent and as
Collateral Agent;
WHEREAS, (a) pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans
to the Borrowers and the Letter of Credit Issuer has agreed to issue Letters of Credit for the
account of the Company and the Restricted Subsidiaries (collectively, the “Extensions of
Credit”) upon the terms and subject to the conditions set forth therein and (b) one or more
Cash Management Banks or Hedge Banks may from time to time enter into Secured Cash Management
Agreements or Secured Hedge Agreements with the Company and/or its Subsidiaries;
WHEREAS, pursuant to the U.S. Guarantee dated as of the date hereof, each Subsidiary Grantor
party thereto has unconditionally and irrevocably guaranteed, as primary obligor and not merely as
surety, to the Collateral Agent for the benefit of the Secured Parties the prompt and complete
payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of
the Obligations;
WHEREAS, each Subsidiary Grantor is a U.S. Guarantor;
WHEREAS, the proceeds of the Extensions of Credit will be used in part to enable valuable
transfers to the Subsidiary Grantors in connection with the operation of their respective
businesses;
WHEREAS, each Grantor acknowledges that it will derive substantial direct and indirect benefit
from the making of the Extensions of Credit; and
WHEREAS, it is a condition precedent to the obligation of the Lenders and the Letter of Credit
Issuer to make their respective Extensions of Credit to the Borrowers under the Credit Agreement
that the Grantors shall have executed and delivered this Security Agreement to the Collateral Agent
for the benefit of the Secured Parties;
NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, the
Collateral Agent, the Lenders and the Letter of Credit Issuer to enter into the Credit Agreement
and to induce the respective Lenders and the Letter of Credit Issuer to make their respective
Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Lenders
or affiliates of Lenders to enter into Secured Cash Management Agreements and Secured Hedge
Agreements with the Company and/or its Subsidiaries, the Grantors hereby agree with the Collateral
Agent, for the benefit of the Secured Parties, as follows:
1. Defined Terms.
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
(b) Terms used herein without definition that are defined in the UCC have the meanings given
to them in the UCC, including the following terms (which are capitalized herein): Account, Chattel
Paper, Commodity Contract, Documents, Instruments, Inventory, Letter-of-Credit Right, Security
Entitlement and Supporting Obligation.
(c) The following terms shall have the following meanings:
“ABL Controlled Accounts” shall mean, collectively, with respect to each Grantor, (i)
all “deposit accounts” and all “securities accounts” as such terms are defined in the UCC and all
accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds,
checks, notes, “securities entitlements” (as such terms are defined in the UCC) and instruments
from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this
definition, in each case, which are subject to a control agreement in favor of the Receivables
Collateral Agent (it being understood that no such account or funds shall be deemed to be an “ABL
Controlled Account” at any time that such account or funds are not subject to a control agreement
in favor of the Receivables Collateral Agent unless an Event of Default has occurred and is
continuing on the date such account or funds would have otherwise ceased to constitute an ABL
Controlled Account ).
“Applicable Control Agreement” shall mean any Control Agreement in favor of the
Receivables Collateral Agent as to which the Receivables Collateral Agent has agreed in writing
that its Control over the ABL Controlled Accounts covered thereby is also for the benefit of the
Secured Parties.
“Collateral” shall have the meaning provided in Section 2.
“Collateral Account” shall mean any collateral account established by the Collateral
Agent as provided in Section 5.1 or Section 5.3.
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“Collateral Agent” shall have the meaning provided in the preamble to this Security
Agreement.
“Control” shall mean “control,” as such term is defined in Section 9-104 or 9-106, as
applicable, of the UCC.
“Control Agreement” shall mean an agreement (which, if in favor of the Collateral
Agent, shall be in form reasonably satisfactory to the Collateral Agent) establishing a Person’s
Control with respect to any ABL Controlled Account (it being understood that any such agreement in
favor of the Collateral Agent may be the same agreement granting Control to the Receivables
Collateral Agent).
“Copyright License” shall mean any written agreement, now or hereafter in effect,
granting any right to any third party under any copyright now or hereafter owned by any Grantor
(including all Copyrights) or that any Grantor otherwise has the right to license, or granting any
right to any Grantor under any copyright now or hereafter owned by any third party, and all rights
of any Grantor under any such agreement, including those listed on Schedule 1.
“copyrights” shall mean, with respect to any Person, all of the following now owned or
hereafter acquired by such Person: (i) all copyright rights in any work subject to the copyright
laws of the United States or any other country, whether as author, assignee, transferee or
otherwise, and (ii) all registrations and applications for registration of any such copyright in
the United States or any other country, including registrations, recordings, supplemental
registrations and pending applications for registration in the United States Copyright Office.
“Copyrights” shall mean all copyrights now owned or hereafter acquired by any Grantor,
including those listed on Schedule 2.
“equipment” shall mean all “equipment,” as such term is defined in Article 9 of the
UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event,
shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or
hereafter owned by any Grantor or to which any Grantor has rights and any and all Proceeds,
additions, substitutions and replacements of any of the foregoing, wherever located, together with
all attachments, components, parts, equipment and accessories installed thereon or affixed thereto;
but excluding equipment to the extent it is subject to a Lien, in each case permitted by clauses
(e), (h) or (i) of Section 10.2 of the Credit Agreement and the terms of the Indebtedness secured
by such Lien prohibit assignment of, or granting of a security interest in, such Grantor’s rights
and interests therein (other than to the extent that any such prohibition would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law),
provided, that immediately upon the repayment of all Indebtedness secured by such Lien,
such Grantor shall be deemed to have granted a Security Interest in all the rights and interests
with respect to such equipment.
“Extensions of Credit” shall have the meaning assigned to such term in the recitals
hereto.
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“General Intangibles” shall mean all “general intangibles” as such term is defined in
Article 9 of the UCC and, in any event, including with respect to any Grantor, all contracts,
agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is
a party or under which such Grantor has any right, title or interest or to which such Grantor or
any property of such Grantor is subject, as the same may from time to time be amended, supplemented
or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become
due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds
of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such
Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such
Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to
perform thereunder and to compel performance and otherwise exercise all remedies thereunder, in
each case to the extent the grant by such Grantor of a Security Interest pursuant to this Security
Agreement in its right, title and interest in any such contract, agreement, instrument or indenture
(i) is not prohibited by such contract, agreement, instrument or indenture without the consent of
any other party thereto (other than a Credit Party), (ii) would not give any other party (other
than a Credit Party) to any such contract, agreement, instrument or indenture the right to
terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents
to such grant of a Security Interest have been obtained from the other parties thereto (other than
to the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9 409 of the Uniform Commercial
Code (or any successor provision or provisions) of any relevant jurisdiction or any other
applicable law) (it being understood that the foregoing shall not be deemed to obligate such
Grantor to obtain such consents), provided that the foregoing limitation shall not affect,
limit, restrict or impair the grant by such Grantor of a Security Interest pursuant to this
Security Agreement in any Account or any money or other amounts due or to become due under any such
contract, agreement, instrument or indenture.
“Grantor” shall have the meaning assigned to such term in the recitals hereto.
“Intellectual Property” shall mean all of the following now owned or hereafter
acquired by any Grantor: (A) all Copyrights, Trademarks and Patents, and (B) all rights, priorities
and privileges relating to intellectual property, whether arising under United States,
multinational or foreign laws or otherwise now owned or hereafter acquired, including (a) all
information used or useful arising from the business including all goodwill, trade secrets, trade
secret rights, know-how, customer lists, processes of production, ideas, confidential business
information, techniques, processes, formulas and all other proprietary information, and (b) rights,
priorities and privileges relating to the Copyrights, the Patents, the Trademarks and the Licenses
and all rights to xxx at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom, in each case to the extent the
grant by such Grantor of a Security Interest pursuant to this Security Agreement in any such
rights, priorities and privileges relating to intellectual property (i) is not prohibited by any
contract, agreement or other instrument governing such rights, priorities and privileges without
the consent of any other party thereto (other than a Credit Party), (ii) would not give any other
party (other than a Credit Party) to any such contract, agreement or other instrument the right to
terminate its obligations thereunder or (iii) is permitted with consent if all necessary consents
to such grant of a Security Interest have been obtained from the relevant parties (other than to
the extent that any such prohibition referred to in clauses (i), (ii) and (iii) would be rendered
ineffective pursuant to Sections
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9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any
relevant jurisdiction or any other applicable law) (it being understood that the foregoing shall
not be deemed to obligate such Grantor to obtain such consents).
“Investment Property” shall mean all Securities (whether certificated or
uncertificated), Security Entitlements and Commodity Contracts of any Grantor (other than (i) as
pledged pursuant to the U.S. Pledge Agreement and (ii) solely with respect to the U.S. Obligations,
any Stock or Stock Equivalents of any Foreign Subsidiary in excess of 65% of the outstanding class
of such Stock or Stock Equivalents), whether now or hereafter acquired by any Grantor, except, in
each case, to the extent the grant by a Grantor of a Security Interest therein pursuant to this
Security Agreement in its right, title and interest in any such Investment Property (i) is
prohibited by any contract, agreement, instrument or indenture governing such Investment Property
without the consent of any other party thereto (other than a Credit Party or a wholly owned
Subsidiary) unless such consent has been expressly obtained (it being understood that there shall
be no obligation to seek or obtain such consent), or (ii) would give any other party (other than a
Credit Party or a wholly owned Subsidiary) to any such contract, agreement, instrument or indenture
the right to terminate its obligations thereunder (other than to the extent that any such
prohibition referred to in clauses (i) and (ii) would be rendered ineffective pursuant to Sections
9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law) (it being understood that the foregoing shall not be
deemed to obligate any Grantor to seek or obtain any such consents referred to in clauses (i) or
(ii) above).
“License” shall mean any Patent License, Trademark License, Copyright License or other
license or sublicense to which any Grantor is a party.
“Patent License” shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to make, use or sell any invention on which a patent, now or
hereafter owned by any Grantor (including all Patents) or that any Grantor otherwise has the right
to license, is in existence, or granting to any Grantor any right to make, use or sell any
invention on which a patent, now or hereafter owned by any third party, is in existence, and all
rights of any Grantor under any such agreement, including those listed on Schedule 3.
“patents” shall mean, with respect to any Person, all of the following now owned or
hereafter acquired by such Person: (a) all letters patent of the United States or the equivalent
thereof in any other country, all registrations and recordings thereof, and all applications for
letters patent of the United States or the equivalent thereof in any other country, including
registrations, recordings and pending applications in the United States Patent and Trademark Office
or any similar offices in any other country, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.
“Patents” shall mean all patents now owned or hereafter acquired by any Grantor,
including those listed on Schedule 4.
“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC
and, in any event, shall include with respect to any Grantor, any consideration received from the
sale, exchange, license, lease or other disposition of any asset or property that consti-
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tutes Collateral, any value received as a consequence of the possession of any Collateral and
any payment received from any insurer or other Person or entity as a result of the destruction,
loss, theft, damage or other involuntary conversion of whatever nature of any asset or property
that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by
or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for
(and the right to xxx and recover for and the rights to damages or profits due or accrued arising
out of or in connection with) (i) past, present or future infringement of any Patent now or
hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or future
infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under
a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or
hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past,
present or future infringement of any Copyright now or hereafter owned by any Grantor or licensed
under a Copyright License and (c) any and all other amounts from time to time paid or payable under
or in connection with any of the Collateral.
“Receivables Intercreditor Agreement” shall have the meaning provided in Section 8.15.
“Security Agreement” shall mean this Security Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.
“Security Interest” shall have the meaning provided in Section 2.
“Shared Receivables Collateral” shall have the meaning given such term by the
Receivables Intercreditor Agreement.
“Trademark License” shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to use any trademark now or hereafter owned by any Grantor
(including any Trademark) or that any Grantor otherwise has the right to license, or granting to
any Grantor any right to use any trademark now or hereafter owned by any third party, and all
rights of any Grantor under any such agreement, including those listed on Schedule 5.
“trademarks” shall mean, with respect to any Person, all of the following now owned or
hereafter acquired by such Person: (i) all trademarks, service marks, trade names, corporate
names, company names, business names, fictitious business names, trade styles, trade dress, logos,
other source or business identifiers, designs and general intangibles of like nature, now existing
or hereafter adopted or acquired, all registrations and recordings thereof (if any), and all
registration and recording applications filed in connection therewith, including registrations and
registration applications in the United States Patent and Trademark Office or any similar offices
in any State of the United States or any other country or any political subdivision thereof, and
all extensions or renewals thereof, (ii) all goodwill associated therewith or symbolized thereby
and (iii) all other assets, rights and interests that uniquely reflect or embody such goodwill.
“Trademarks” shall mean all trademarks now owned or hereafter acquired by any Grantor,
including those listed on Schedule 6 hereto; provided that any “intent to use”
Trade-
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xxxx applications for which a statement of use has not been filed (but only until such
statement is filed) are excluded from this definition.
“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the
State of New York; provided, however, that, in the event that, by reason of
mandatory provisions of law, any of the attachment, perfection or priority of the Collateral
Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, the term
“UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection or priority and for
purposes of definitions related to such provisions.
(d) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import when
used in this Security Agreement shall refer to this Security Agreement as a whole and not to any
particular provision of this Security Agreement, and Section, subsection, clause and Schedule
references are to this Security Agreement unless otherwise specified. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
(e) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.
(f) Where the context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part
thereof.
(g) References to “Lenders” in this Security Agreement shall be deemed to include affiliates
of any Lender that may from time to time enter into Secured Cash Management Agreements and Secured
Hedge Agreements with the Company and/or its Subsidiaries.
2. Grant of Security Interest.
(a) Each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges,
hypothecates and transfers to the Collateral Agent, for the benefit of the Secured Parties, and
grants to the Collateral Agent, for the benefit of the Secured Parties, a lien on and security
interest in (the “Security Interest”), all of its right, title and interest in, to and
under all of the following property now owned or at any time hereafter acquired by such Grantor or
in which such Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Collateral”), as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of
the Obligations:
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Documents;
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(iv) all equipment;
(v) all General Intangibles;
(vi) all Instruments;
(vii)
all Intellectual Property;
(viii)
all Inventory;
(ix) all Investment Property;
(x) all Letters of Credit and Letter-of-Credit Rights;
(xi) all Supporting Obligations;
(xii) all Collateral Accounts and all ABL Controlled Accounts;
(xiii) all books and records pertaining to the Collateral;
(xiv) the extent not otherwise included, all Proceeds and products of any and all of
the foregoing;
provided, that (x) the Collateral for any Obligations shall not include any Excluded Stock
and Stock Equivalents with respect to such Obligations, (y) none of the items included in clauses
(i) through (xiv) above shall constitute Collateral to the extent (and only to the extent) that the
grant of the Security Interest therein would violate any Requirement of Law applicable to such
Collateral and (z) notwithstanding the foregoing or anything else in this Agreement to the
contrary, the Collateral shall in no event include any Principal Properties.
(b) Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates,
counsel and other representatives, at any time and from time to time, to file or record financing
statements, amendments to financing statements and, with notice to the Company, and other filing or
recording documents or instruments with respect to the Collateral in such form and in such offices
as the Collateral Agent reasonably determines appropriate to perfect the security interests of the
Collateral Agent under this Security Agreement, and such financing statements and amendments may
described the Collateral covered thereby as “all assets”, “all personal property” or words of
similar effect (except that, in any event, such financing statement shall also contain an express
exclusion with respect to the limitation of the Security Interest in Principal Properties
substantially to the effect set forth in clause (c) below). Each Grantor hereby also authorizes
the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from
time to time, to file continuation statements with respect to previously filed financing
statements. A photographic or other reproduction of this Security Agreement shall be sufficient as
a financing statement or other filing or recording document or instrument for filing or recording
in any jurisdiction to the Collateral Agent.
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Each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any
information reasonably necessary to effectuate the filings or recordings authorized by this Section
2(b).
The Collateral Agent is further authorized to file with the United States Patent and Trademark
Office or United States Copyright Office (or any successor office or any similar office in any
other country) such documents as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor,
without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the
Collateral Agent, as the case may be, as secured party.
The Security Interests are granted as security only and shall not subject the Collateral Agent
or any other Secured Party to, or in any way alter or modify, any obligation or liability of any
Grantor with respect to or arising out of the Collateral.
(c) Notwithstanding any other provision hereof, to the extent that any portion of
the Collateral is construed to include one or more Principal Properties (it being understood that
any such construction would be in direct violation of clause (z) of the proviso to Section 2(a)
above), the principal amount of Obligations secured by all such Principal Properties shall be
limited to the maximum aggregate principal amount of indebtedness that may be secured at any time
without giving rise to any requirement under the 0000 Xxxxxxxxx to secure any obligation thereunder
equally and ratably (or prior to) the Obligations (it being understood that the principal amount of
Obligations secured by the Principal Properties of any Grantor shall in no event be reduced as a
result of any security interest granted or obligation incurred after the Closing Date and during
the pendency of any Insolvency or Liquidation Proceeding (as defined in the General Intercreditor
Agreement) with respect to such Grantor). If after the Closing Date any Retained Indebtedness
becomes required to be secured by a Lien on Principal Properties as a result of (a) the Company or
any Subsidiary granting a Lien on any Principal Property, but only if such requirement would have
arisen solely as a result of Liens on Principal Properties other than Liens granted pursuant to any
Security Document, (b) the Company or any Subsidiary entering into any Sale and Lease-Back
Transaction (as defined in the 1993 Indenture, as in effect on the Closing Date), (c) any 1993
Restricted Subsidiary incurring Debt (as defined in the 1993 Indenture as in effect on the Closing
Date) or issuing Preferred Stock (as defined in the 1993 Indenture as in effect on the Closing
Date), or (ii) the 1993 Indenture ceases to be in effect as a result of a satisfaction and
discharge or defeasance thereof in accordance with its terms, then, in each such case, the
Obligations secured hereunder by Collateral consisting of one or more Principal Properties shall
become equal to the maximum aggregate amount of Obligations outstanding.
3. Representations and Warranties.
Each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party
that:
3.1 Title; No Other Liens. Except for (a) the Security Interest granted to the
Collateral Agent for the benefit of the Secured Parties pursuant to this Security Agreement, (b)
the Liens permitted by the Credit Agreement and (c) any Liens securing Indebtedness which is no
longer outstanding or any Liens with respect to commitments to lend which have been termi-
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nated, such Grantor owns each item of the Collateral free and clear of any and all Liens or
claims of others. No security agreement, financing statement or other public notice with respect
to all or any part of the Collateral that evidences a Lien securing any material Indebtedness is on
file or of record in any public office, except such as (i) have been filed in favor of the
Collateral Agent for the benefit of the Secured Parties pursuant to this Security Agreement or (ii)
are permitted by the Credit Agreement.
3.2 Perfected First Priority Liens.
(a) This Security Agreement is effective to create in favor of the Collateral Agent, for its
benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests
in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and general equitable principles.
(b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security
Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected
Security Interests in the Collateral (as to which perfection may be obtained by the filings or
other actions described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral
Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, upon (A)
the completion of the filing in the applicable filing offices of all financing statements, in each
case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing
the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and
negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in
blank and (C) completion of the filing, registration and recording of a fully executed agreement in
the form hereof (or a supplement hereto) and containing a description of all Collateral
constituting Intellectual Property in the United States Patent and Trademark Office (or any
successor office) within the three month period (commencing as of the date hereof) or, in the case
of Collateral constituting Intellectual Property acquired after the date hereof, thereafter
pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United
States Patents and United States registered Trademarks and in the United States Copyright Office
(or any successor office) within the one month period (commencing as of the applicable date of
acquisition or filing) or, in the case of Collateral constituting Intellectual Property acquired
after the date hereof, thereafter with respect to United States registered Copyrights pursuant to
17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may
be required pursuant to the laws of any other necessary jurisdiction to the extent that a security
interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all
other Liens on the Collateral other than Liens permitted pursuant to Sections 10.2 (a), (b) and
(d)-(r) of the Credit Agreement.
(c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect
the Security Interests granted by this Security Agreement (including Security Interests in
Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code
of the relevant State(s), (ii) filings approved by United States government offices with respect to
Intellectual Property, (iii) delivery to the Collateral Agent to be held in its possession of all
Collateral consisting of tangible Chattel Paper, Instruments or Certificated Securities with a fair
market value in excess of $10,000,000 individually and (iv) to the extent required by Section
4.1(e), the execution of Control Agreements in favor of the Collateral Agent.
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(d) It is understood and agreed that the Security Interests in Investment Property created
hereunder shall not prevent the Grantors from using such assets in the ordinary course of their
respective businesses.
4. Covenants.
Each Grantor hereby covenants and agrees with the Collateral Agent and the Secured Parties
that, from and after the date of this Security Agreement until the Obligations are paid in full,
the Commitments are terminated and no Letter of Credit remains outstanding:
4.1 Maintenance of Perfected Security Interest; Further Documentation.
(a) Such Grantor shall maintain the Security Interest created by this Security Agreement as a
perfected Security Interest having at least the priority described in Section 3.1 and shall defend
such Security Interest against the claims and demands of all Persons whomsoever, in each case
subject to Section 3.2(c).
(b) Such Grantor will furnish to the Collateral Agent and the Lenders from time to time
statements and schedules further identifying and describing the assets and property of such Grantor
and such other reports in connection therewith as the Collateral Agent may reasonably request.
(c) Subject to clause (d) below and Section 3.2(c), each Grantor agrees that at any time and
from time to time, at the expense of such Grantor, it will execute any and all further documents,
financing statements, agreements and instruments, and take all such further actions (including the
filing and recording of financing statements and other documents, including all applicable
documents required under Section 3.2(b)(C)), which may be required under any applicable law, or
which the Collateral Agent or the Required Lenders may reasonably request, in order (i) to grant,
preserve, protect and perfect the validity and priority of the Security Interests created or
intended to be created hereby or (ii) to enable the Collateral Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral, including the filing of any financing
or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with
respect to the Security Interests created hereby and all applicable documents required under
Section 3.2(b)(C), all at the expense of such Grantor.
(d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any
assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to
be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the
date hereof, becomes a U.S. Subsidiary that is required by the Credit Agreement to become a party
hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all
actions required by the Credit Agreement or this Section 4.1.
(e) In order better to perfect the security interest of the Secured Parties in ABL Controlled
Accounts which are subject to Applicable Control Agreements, each Grantor hereby grants to the
Receivables Collateral Agent, for the benefit of the Secured Parties, a lien on and security
interest in, all of its right, title and interest in, to and under the ABL Controlled Accounts. In
the event any Applicable Control Agreement ceases to be in effect upon repayment in full of the ABL
Facility, if an Event of Default exists at the time such Applicable Control
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Agreement so ceases to be in effect, each Grantor shall cause its ABL Controlled Accounts that
were subject to such Applicable Control Agreements to become subject to a Control Agreement on
substantially similar terms in favor of the Collateral Agent. The Collateral Agent hereby agrees
that unless an Event of Default has occurred and is continuing, it will not provide any “notice of
sole control” (or equivalent notice) under any such Control Agreement
4.2 Damage or Destruction of Collateral. The Grantors agree promptly to notify the
Collateral Agent if any material portion of the Collateral is damaged or destroyed.
4.3 Notices. Each Grantor will advise the Collateral Agent and the Lenders promptly,
in reasonable detail, of any Lien of which it has knowledge (other than the Security Interests
created hereby or Liens permitted under the Credit Agreement) on any of the Collateral which would
adversely affect, in any material respect, the ability of the Collateral Agent to exercise any of
its remedies hereunder.
5. Remedial Provisions.
5.1 Certain Matters Relating to Accounts.
(a) At any time after the occurrence and during the continuance of an Event of Default and
after giving reasonable notice to the Company and any other relevant Grantor, the Administrative
Agent shall have the right, but not the obligation, to instruct the Collateral Agent to (and upon
such instruction, the Collateral Agent shall) make test verifications of the Accounts in any manner
and through any medium that the Administrative Agent reasonably considers advisable, and each
Grantor shall furnish all such assistance and information as such Agent may require in connection
with such test verifications. Such Agent shall have the absolute right to share any information it
gains from such inspection or verification with any Secured Party.
(b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and
the Collateral Agent may curtail or terminate said authority at any time after the occurrence and
during the continuance of an Event of Default. If required in writing by the Collateral Agent at
any time after the occurrence and during the continuance of an Event of Default, any payments of
Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two
Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor
to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and
control of and on terms and conditions reasonably satisfactory to the Collateral Agent, subject to
withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in
Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the
Collateral Agent and the Secured Parties, segregated from other funds of such Grantor. Each such
deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail
the nature and source of the payments included in the deposit.
(c) At the Collateral Agent’s request at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original
and other documents evidencing, and relating to, the agreements and transactions which gave rise to
the Accounts, including all original orders, invoices and shipping receipts.
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(d) Upon the occurrence and during the continuance of an Event of Default, a Grantor shall not
grant any extension of the time of payment of any of the Accounts, compromise, compound or settle
the same for less than the full amount thereof, release, wholly or partly, any Person liable for
the payment thereof, or allow any credit or discount whatsoever thereon if the Collateral Agent
shall have instructed the Grantors not to grant or make any such extension, credit, discount,
compromise or settlement under any circumstances during the continuance of such Event of Default.
(e) At the direction of the Collateral Agent, upon the occurrence and during the continuance
of an Event of Default, each Grantor shall grant to the Collateral Agent to the extent assignable,
an irrevocable, non-exclusive, fully paid-up, royalty-free, worldwide license to use, assign,
license or sublicense any of the Intellectual Property now owned or hereafter acquired by such
Grantor. Such license shall include access to all media in which any of the licensed items may be
recorded or stored and to all computer programs used for the compilation or printout thereof.
5.2 Communications with Credit Parties; Grantors Remain Liable.
(a) The Collateral Agent in its own name or in the name of others may at any time after the
occurrence and during the continuance of an Event of Default, after giving reasonable notice to the
relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify
with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts.
The Collateral Agent shall have the absolute right to share any information it gains from such
inspection or verification with any Secured Party.
(b) Upon the written request of the Collateral Agent at any time after the occurrence and
during the continuance of an Event of Default, each Grantor shall notify obligors on the Accounts
that the Accounts have been assigned to the Collateral Agent for the benefit of the Secured Parties
and that payments in respect thereof shall be made directly to the Collateral Agent.
(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts to observe and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto.
Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any
Account (or any agreement giving rise thereto) by reason of or arising out of this Security
Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating
thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner to perform
any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving
rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any
payment received by it or as to the sufficiency of any performance by any party thereunder, to
present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to it or to which it may be entitled at any time or
times.
5.3 Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the
Collateral Agent and the Secured Parties specified in Section 5.1 with respect to payments
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of Accounts, if an Event of Default shall occur and be continuing and the Collateral Agent so
requires by notice in writing to the relevant Grantor (it being understood that the exercise of
remedies by the Secured Parties in connection with an Event of Default under Section 11 of the
Credit Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes
of this sentence and in such circumstances, no such written notice shall be required), all Proceeds
received by any Grantor consisting of cash, checks and other near cash items shall be held by such
Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds of
such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral
Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral
Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the
Collateral Agent in a Collateral Account maintained under its dominion and control and on terms and
conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the
Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and
the Secured Parties) shall continue to be held as collateral security for all the Obligations and
shall not constitute payment thereof until applied as provided in Section 5.4.
5.4 Application of Proceeds. The Collateral Agent shall apply the proceeds of any
collection or sale of the Collateral as well as any Collateral consisting of cash, at any time
after receipt in the order specified in Section 11 of the Credit Agreement. Upon any sale of the
Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or
under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Collateral Agent or such officer or be answerable in any way for
the misapplication thereof.
5.5 Code and Other Remedies. If an Event of Default shall occur and be continuing,
the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and
remedies provided for herein or otherwise available to it, all the rights and remedies of a secured
party upon default under the UCC or any other applicable law and also may with notice to the
relevant Grantor, sell the Collateral or any part thereof in one or more parcels at public or
private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any
Lender or elsewhere for cash or on credit or for future delivery at such price or prices and upon
such other terms as are commercially reasonable irrespective of the impact of any such sales on the
market price of the Collateral. The Collateral Agent shall be authorized at any such sale (if it
deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to
Persons who will represent and agree that they are purchasing the Collateral for their own account
for investment and not with a view to the distribution or sale thereof, and, upon consummation of
any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold
the property sold absolutely free from any claim or right on the part of any Grantor, and each
Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or
appraisal that it now has or may at any time in the future have under any rule of law or statute
now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right
upon any such public sale, and, to the extent permitted by law, upon any such private sale, to
purchase the whole or any part of the Collateral so sold, and the Collateral Agent or such Se-
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cured Party may pay the purchase price by crediting the amount thereof against the
Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at
least ten days’ notice to such Grantor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable notification. The Collateral
Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having
been given. The Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned. To the extent permitted by law, each
Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the
price at which any Collateral may have been sold at such a private sale was less than the price
that might have been obtained at a public sale, even if the Collateral Agent accepts the first
offer received and does not offer such Collateral to more than one offeree. Each Grantor further
agrees, at the Collateral Agent’s request to assemble the Collateral and make it available to the
Collateral Agent, at places which the Collateral Agent shall reasonably select, whether at such
Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action
taken by it pursuant to this subsection 5.5 in accordance with the provisions of subsection 5.4.
5.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds
of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the
fees and disbursements of any attorneys employed by the Collateral Agent or any Secured Party to
collect such deficiency.
5.7 Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each Grantor
shall remain obligated hereunder notwithstanding that, without any reservation of rights against
any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of
any of the Obligations made by the Collateral Agent or any other Secured Party may be rescinded by
such party and any of the Obligations continued, (b) the Obligations, or the liability of any other
party upon or for any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral
Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, the Letters
of Credit and any other documents executed and delivered in connection therewith and the Secured
Cash Management Agreements and the Secured Hedge Agreements and any other documents executed and
delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or
in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case
of any Secured Hedge Agreement or Secured Cash Management Agreement, the Hedge Bank or Cash
Management Bank party thereto) may deem advisable from time to time, and (d) any collateral
security, guarantee or right of offset at any time held by the Collateral Agent or any other
Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations
or for this Security Agreement or any property subject thereto. When making any demand hereunder
against any Grantor, the Collateral Agent or any other Secured Party may, but shall be under no
obligation to, make a similar demand on any Grantor or any other Person, and any failure by the
Collateral Agent or any other Secured Party to make any such demand or to collect any payments from
any Borrower or any Grantor or any other Person or any release of any Borrower or any
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Grantor or any other Person shall not relieve any Grantor in respect of which a demand or
collection is not made or any Grantor not so released of its several obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a
matter of law, of the Collateral Agent or any other Secured Party against any Grantor. For the
purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.
6. The Collateral Agent.
6.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc.
(a) Each Grantor hereby appoints, which appointment is irrevocable and coupled with an
interest, effective upon the occurrence and during the continuance of an Event of Default, the
Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such
Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of
this Security Agreement, to take any and all appropriate action and to execute any and all
documents and instruments that may be necessary or desirable to accomplish the purposes of this
Security Agreement, and, without limiting the generality of the foregoing, each Grantor hereby
gives the Collateral Agent the power and right, on behalf of such Grantor, either in the Collateral
Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any
or all of the following, in each case after the occurrence and during the continuance of an Event
of Default and after written notice by the Collateral Agent of its intent to do so:
(i) take possession of and endorse and collect any checks, drafts, notes, acceptances
or other instruments for the payment of moneys due under any Account or with respect to any
other Collateral and file any claim or take any other action or proceeding in any court of
law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of
collecting any and all such moneys due under any Account or with respect to any other
Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any and all agreements, instruments, documents and papers as the Collateral Agent may
request to evidence the Collateral Agent’s and the Secured Parties’ Security Interest in
such Intellectual Property and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the
Collateral;
(iv) execute, in connection with any sale provided for in Section 5.5, any
endorsements, assignments or other instruments of conveyance or transfer with respect to the
Collateral;
(v) obtain and adjust insurance required to be maintained by such Grantor pursuant to
Section 9.3 of the Credit Agreement;
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(vi) direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the Collateral
Agent or as the Collateral Agent shall direct;
(vii) ask or demand for, collect and receive payment of and receipt for, any and all
moneys, claims and other amounts due or to become due at any time in respect of or arising
out of any Collateral;
(viii) sign and endorse any invoices, freight or express bills, bills of lading,
storage or warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral;
(ix) commence and prosecute any suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect the Collateral or any portion thereof and to
enforce any other right in respect of any Collateral;
(x) defend any suit, action or proceeding brought against such Grantor with respect to
any Collateral (with such Grantor’s consent to the extent such action or its resolution
could materially affect such Grantor or any of its affiliates in any manner other than with
respect to its continuing rights in such Collateral);
(xi) settle, compromise or adjust any such suit, action or proceeding and, in
connection therewith, give such discharges or releases as the Collateral Agent may deem
appropriate (with such Grantor’s consent to the extent such action or its resolution could
materially affect such Grantor or any of its affiliates in any manner other than with
respect to its continuing rights in such Collateral);
(xii) assign any Copyright, Patent or Trademark (along with the goodwill of the
business to which any such Copyright, Patent or Trademark pertains), throughout the world
for such term or terms, on such conditions, and in such manner, as the Collateral Agent
shall in its sole discretion determine; and
(xiii) generally, sell, transfer, pledge and make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely as though the Collateral
Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s
option and such Grantor’s expense, at any time, or from time to time, all acts and things
that the Collateral Agent deems necessary to protect, preserve or realize upon the
Collateral and the Collateral Agent’s and the Secured Parties’ Security Interests therein
and to effect the intent of this Security Agreement, all as fully and effectively as such
Grantor might do.
Anything in this Section 6.1(a) to the contrary notwithstanding, the Collateral Agent agrees that
it will not exercise any rights under the power of attorney provided for in this Section 6.1(a)
unless an Event of Default shall have occurred and be continuing.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the
Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.
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(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as
provided in this Section 6.1, together with interest thereon at a rate per annum equal to the
highest rate per annum at which interest would then be payable on any category of past due ABR
Loans under the Credit Agreement, from the date of payment by the Collateral Agent to the date
reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on
demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done
by virtue hereof. All powers, authorizations and agencies contained in this Security Agreement are
coupled with an interest and are irrevocable until this Security Agreement is terminated and the
Security Interests created hereby are released.
6.2 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its possession, under Section
9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with similar property for its own account. The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in its possession if
such Collateral is accorded treatment substantially equal to that which the Collateral Agent
accords its own property. Neither the Collateral Agent, any Secured Party nor any of their
respective officers, directors, employees or agents shall be liable for failure to demand, collect
or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation
to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person
or to take any other action whatsoever with regard to the Collateral or any part thereof. The
powers conferred on the Collateral Agent and the Secured Parties hereunder are solely to protect
the Collateral Agent’s and the Secured Parties’ interests in the Collateral and shall not impose
any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The
Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any of their officers,
directors, employees or agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct.
6.3 Authority of Collateral Agent. Each Grantor acknowledges that the rights and
responsibilities of the Collateral Agent under this Security Agreement with respect to any action
taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any
option, voting right, request, judgment or other right or remedy provided for herein or resulting
or arising out of this Security Agreement shall, as between the Collateral Agent and the Secured
Parties, be governed by the Credit Agreement, and by such other agreements with respect thereto as
may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the
Collateral Agent shall be conclusively presumed to be acting as agent for the applicable Secured
Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such authority.
6.4 Security Interest Absolute. All rights of the Collateral Agent hereunder, the
security interest and all obligations of the Grantors hereunder shall be absolute and
unconditional.
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6.5 Continuing Security Interest; Assignments Under the Credit Agreement; Release.
(a) This Security Agreement shall remain in full force and effect and be binding in accordance
with and to the extent of its terms upon each Grantor and the successors and assigns thereof and
shall inure to the benefit of the Collateral Agent and the other Secured Parties and their
respective successors, indorsees, transferees and assigns until all Obligations under the Credit
Documents (other than any contingent indemnity obligations not then due) and the obligations of
each Grantor under this Security Agreement shall have been satisfied by payment in full, the
Commitments shall be terminated and no Letters of Credit shall be outstanding (or all such Letters
of Credit shall have been Cash Collateralized), notwithstanding that from time to time during the
term of the Credit Agreement and any Secured Cash Management Agreements and Secured Hedge Agreement
the Credit Parties may be free from any Obligations.
(b) A Subsidiary Grantor shall automatically be released from its obligations hereunder if it
ceases to be a U.S. Guarantor in accordance with Section 14.1 of the Credit Agreement.
(c) The Security Interest granted hereby in any Collateral shall automatically be released (i)
to the extent provided in Section 14.1 of the Credit Agreement and (ii) upon the effectiveness of
any written consent to the release of the security interest granted hereby in such Collateral
pursuant to Section 14.1 of the Credit Agreement. Any such release in connection with any sale,
transfer or other disposition of such Collateral shall result in such Collateral being sold,
transferred or disposed of, as applicable, free and clear of the Lien and Security Interest created
hereby.
(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the
Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents
that such Grantor shall reasonably request to evidence such termination or release. Any execution
and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by
the Collateral Agent.
6.6 Reinstatement. Each Grantor further agrees that, if any payment made by any
Credit Party or other Person and applied to the Obligations is at any time annulled, avoided, set
aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to
be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured
Party to such Credit Party, its estate, trustee, receiver or any other party, including any
Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or repayment, any Lien or other Collateral securing such liability shall
be and remain in full force and effect, as fully as if such payment had never been made or, if
prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall
have been released or terminated by virtue of such cancellation or surrender), such Lien or other
Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender
shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral
securing the obligations of any Grantor in respect of the amount of such payment.
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7. Collateral Agent As Agent.
(a) Bank of America, N.A. has been appointed to act as the Collateral Agent under the Credit
Agreement, by the Lenders under the Credit Agreement and, by their acceptance of the benefits
hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the
right hereunder, to make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking any action (including the release or substitution of
Collateral), solely in accordance with this Security Agreement and the Credit Agreement,
provided that the Collateral Agent shall exercise, or refrain from exercising, any remedies
provided for in Section 5 in accordance with the instructions of Required Lenders. In furtherance
of the foregoing provisions of this Section 7(a), each Secured Party, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to realize upon any of the
Collateral hereunder, it being understood and agreed by such Secured Party that all rights and
remedies hereunder may be exercised solely by the Collateral Agent for the benefit of the
applicable Lenders and Secured Parties in accordance with the terms of this Section 7(a).
(b) The Collateral Agent shall at all times be the same Person that is the Collateral Agent
under the Credit Agreement. Written notice of resignation by the Collateral Agent pursuant to
Section 13.9 of the Credit Agreement shall also constitute notice of resignation as Collateral
Agent under this Security Agreement; removal of the Collateral Agent shall also constitute removal
under this Security Agreement; and appointment of a Collateral Agent pursuant to Section 13.9 of
the Credit Agreement shall also constitute appointment of a successor Collateral Agent under this
Security Agreement. Upon the acceptance of any appointment as Collateral Agent under Section 13.9
of the Credit Agreement by a successor Collateral Agent, that successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the
retiring or removed Collateral Agent under this Security Agreement, and the retiring or removed
Collateral Agent under this Security Agreement shall promptly (i) transfer to such successor
Collateral Agent all sums, securities and other items of Collateral held hereunder, together with
all records and other documents necessary or appropriate in connection with the performance of the
duties of the successor Collateral Agent under this Security Agreement, and (ii) execute and
deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to
financing statements and take such other actions, as may be necessary or appropriate in connection
with the assignment to such successor Collateral Agent of the Security Interests created hereunder,
whereupon such retiring or removed Collateral Agent shall be discharged from its duties and
obligations under this Security Agreement. After any retiring or removed Collateral Agent’s
resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security
Agreement while it was Collateral Agent hereunder.
(c) The Collateral Agent shall not be deemed to have any duty whatsoever with respect to any
Secured Party that is a counterparty to a Secured Cash Management Agreement or Secured Hedge
Agreement the obligations under which constitute Obligations, unless it shall have received written
notice in form and substance satisfactory to the Collateral Agent from a Grantor or any such
Secured Party as to the existence and terms of the applicable Secured Cash Management Agreement or
Secured Hedge Agreement.
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8. Miscellaneous.
8.1 Amendments in Writing. None of the terms or provisions of this Security Agreement
may be waived, amended, supplemented or otherwise modified except by a written instrument executed
by the affected Grantor and the applicable Administrative Agent in accordance with Section 14.1 of
the Credit Agreement.
8.2 Notices. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 14.2 of the Credit Agreement. All communications and notices hereunder to
any Subsidiary Grantor shall be given to it in care of the Company at the Company’s address set
forth in Section 14.2 of the Credit Agreement.
8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent
nor any Secured Party shall by any act (except by a written instrument pursuant to Section 8.1),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default or in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the
Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate
as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or remedy that the
Collateral Agent or such other Secured Party would otherwise have on any future occasion. The
rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by law.
8.4 Enforcement Expenses; Indemnification.
(a) Each Grantor agrees to pay any and all expenses (including all reasonable fees and
disbursements of counsel) that may be paid or incurred by any Secured Party in enforcing, or
obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of
the Obligations and/or enforcing any rights with respect to, or collecting against, such Grantor
under this Security Agreement.
(b) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any
and all stamp, excise, sales or other taxes that may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the transactions contemplated by this
Security Agreement.
(c) Each Grantor agrees to pay, and to save the Collateral Agent and the Secured Parties
harmless from, any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to
the execution, delivery, enforcement, performance and administration of this Security Agreement to
the extent a Borrower would be required to do so pursuant to Section 14.5 of the Credit Agreement.
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(d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all
other amounts payable under the Credit Agreement and the other Credit Documents.
8.5 Successors and Assigns. The provisions of this Security Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights
or obligations under this Security Agreement without the prior written consent of the Collateral
Agent except pursuant to a transaction permitted by the Credit Agreement.
8.6 Counterparts. This Security Agreement may be executed by one or more of the
parties to this Security Agreement on any number of separate counterparts (including by facsimile
or other electronic transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Security Agreement signed by
all the parties shall be lodged with the Collateral Agent and the Company.
8.7 Severability. Any provision of this Security Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good
faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.
8.8 Section Headings. The Section headings used in this Security Agreement are for
convenience of reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.
8.9 Integration. This Security Agreement together with the other Credit Documents
represents the agreement of each of the Grantors with respect to the subject matter hereof and
there are no promises, undertakings, representations or warranties by the Collateral Agent or any
other Secured Party relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Credit Documents.
8.10 GOVERNING LAW. THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
8.11 Submission To Jurisdiction Waivers. Each party hereto hereby irrevocably and
unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to
this Security Agreement and the other Credit Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts from any thereof;
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(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to such Person at its address referred to in Section 8.2 or at such
other address of which such Person shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right of any other party hereto (or any
Secured Party) to effect service of process in any other manner permitted by law or shall
limit the right of any party hereto (or any Secured Party) to xxx in any other jurisdiction;
and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section 8.11 any special,
exemplary, punitive or consequential damages.
8.12 Acknowledgments. Each party hereto hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Security Agreement and the other Credit Documents to which it is a party;
(b) neither the Collateral Agent nor any other Secured Party has any fiduciary
relationship with or duty to any Grantor arising out of or in connection with this Security
Agreement or any of the other Credit Documents, and the relationship between the Grantors,
on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand,
in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Credit Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders and any other
Secured Party or among the Grantors and the Lenders and any other Secured Party.
8.13 Additional Grantors. Each Subsidiary of the Company that is required to become a
party to this Security Agreement pursuant to Section 9.11 of the Credit Agreement shall become a
Grantor, with the same force and effect as if originally named as a Grantor herein, for all
purposes of this Security Agreement upon execution and delivery by such Subsidiary of a written
supplement substantially in the form of Annex B hereto. The execution and delivery of any
instrument adding an additional Grantor as a party to this Security Agreement shall not require the
consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall
remain in full force and effect notwithstanding the addition of any new Grantor as a party to this
Security Agreement.
8.14 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY
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LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, ANY OTHER CREDIT DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.
8.15 Receivables Intercreditor Agreement. Notwithstanding anything herein to the
contrary, the liens and security interests granted to the Collateral Agent pursuant to this
Agreement and the exercise of any right or remedy by the Collateral Agent hereunder, in each case,
with respect to the Shared Receivables Collateral are subject to the limitations and provisions of
the Receivables Intercreditor Agreement, dated as of November 17, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the “Receivables Intercreditor
Agreement”), Bank of America, N.A., as ABL Collateral Agent, the Collateral Agent, and The Bank
of New York, as Junior Lien Collateral Agent, and certain other Persons party or that may become
party thereto from time to time, and consented to by the Grantors identified therein. In the event
of any conflict between the terms of the Receivables Intercreditor Agreement and the terms of this
Agreement with respect to the Shared Receivables Collateral, the terms of the Receivables
Intercreditor Agreement shall govern and control.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly
executed and delivered as of the date first above written.
| HCA INC., as Grantor |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President -- Finance and Treasurer |
|||
[SIGNATURE PAGE TO SECURITY AGREEMENT]
| Each of the SUBSIDIARY GRANTORS listed on Schedule A hereto |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | ||||
[SIGNATURE PAGE TO SECURITY AGREEMENT]
| BANK OF AMERICA, N.A., as Collateral Agent |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Vice President | |||
[SIGNATURE PAGE TO SECURITY AGREEMENT]
Schedule A
Subsidiary Grantors
ENTITY NAME |
BAY HOSPITAL, INC. |
XXXXXXX CITY COMMUNITY HOSPITAL, INC. |
CENTERPOINT MEDICAL CENTER OF INDEPENDENCE, LLC |
CENTRAL FLORIDA REGIONAL HOSPITAL, INC. |
CENTRAL TENNESSEE HOSPITAL CORPORATION |
CHCA BAYSHORE, L.P. |
CHCA CONROE, L.P. |
CHCA EAST HOUSTON, L.P. |
CHCA MAINLAND, L.P. |
CHCA WEST HOUSTON, L.P. |
CHCA WOMAN’S HOSPITAL, L.P. |
CHIPPENHAM & XXXXXXXX-XXXXXX HOSPITALS, INC. |
COLUMBIA MEDICAL CENTER OF ARLINGTON SUBSIDIARY, L.P. |
COLUMBIA MEDICAL CENTER OF XXXXXX SUBSIDIARY, L.P. |
COLUMBIA MEDICAL CENTER OF LAS COLINAS, INC. |
COLUMBIA MEDICAL CENTER OF LEWISVILLE SUBSIDIARY, L.P. |
COLUMBIA MEDICAL CENTER OF XXXXXXXX SUBSIDIARY, L.P. |
COLUMBIA MEDICAL CENTER OF PLANO SUBSIDIARY, L.P. |
COLUMBIA NORTH HILLS HOSPITAL SUBSIDIARY, L.P. |
COLUMBIA XXXXX MEDICAL CENTER, INC. |
COLUMBIA PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, LP |
COLUMBIA POLK GENERAL HOSPITAL, INC. |
COLUMBIA RIO GRANDE HEALTHCARE, L.P. |
COLUMBIA VALLEY HEALTHCARE SYSTEM, L.P. |
COLUMBIA/ALLEGHANY REGIONAL HOSPITAL INCORPORATED |
COLUMBIA/HCA XXXX XXXXXXXX, INC. |
XXXXXXXXX HOSPITAL CORPORATION |
EASTERN IDAHO HEALTH SERVICES, INC. |
XXXXXX REGIONAL MEDICAL CENTER, LLC |
XXXXXX XXXXX HOSPITAL, INC. |
FAIRVIEW PARK GP, LLC |
FRANKFORT HOSPITAL, INC. |
GOOD SAMARITAN HOSPITAL, L.P. |
GPCH-GP, INC. |
GRAND STRAND REGIONAL MEDICAL CENTER, LLC |
GREENVIEW HOSPITAL, INC. |
XXXXXXXX MEDICAL CENTER, INC. |
HCA HEALTH SERVICES OF FLORIDA, INC. |
HCA HEALTH SERVICES OF TENNESSEE, INC. |
HCA HEALTH SERVICES OF VIRGINIA, INC. |
HENDERSONVILLE HOSPITAL CORPORATION |
[SIGNATURE
PAGE TO SECURITY AGREEMENT]
HOSPITAL CORPORATION OF UTAH |
HTI MEMORIAL HOSPITAL CORPORATION |
JFK MEDICAL CENTER LIMITED PARTNERSHIP |
KPH-CONSOLIDATION, INC. |
LAKEVIEW MEDICAL CENTER, LLC |
LARGO MEDICAL CENTER, INC. |
LAWNWOOD MEDICAL CENTER, INC. |
XXXXX-XXXX MEDICAL CENTER, LLC |
LOS XXXXXX REGIONAL MEDICAL CENTER |
XXXXXX COMMUNITY HOSPITAL, INC. |
MEMORIAL HEALTHCARE GROUP, INC. |
MIDWEST DIVISION — ACH, LLC |
MIDWEST DIVISION — LRHC, LLC |
MIDWEST DIVISION — LSH, LLC |
MIDWEST DIVISION — MCI, LLC |
MIDWEST DIVISION — MMC, LLC |
MIDWEST DIVISION — RBH, LLC |
MIDWEST DIVISION — RMC, LLC |
XXXXXXXXXX REGIONAL HOSPITAL, INC. |
MOUNTAIN VIEW HOSPITAL, INC. |
NEW PORT XXXXXX HOSPITAL, INC. |
NORTH FLORIDA REGIONAL MEDICAL CENTER, INC. |
NORTHERN UTAH HEALTHCARE CORPORATION |
NORTHERN VIRGINIA COMMUNITY HOSPITAL, LLC |
NORTHLAKE MEDICAL CENTER, LLC |
OKALOOSA HOSPITAL, INC. |
OKEECHOBEE HOSPITAL, INC. |
PALMS WEST HOSPITAL LIMITED PARTNERSHIP |
PALMYRA PARK HOSPITAL, INC. |
PLANTATION GENERAL HOSPITAL, L.P. |
PULASKI COMMUNITY HOSPITAL, INC. |
XXXXXXX PARK HOSPITAL, LLC |
RESTON HOSPITAL CENTER, LLC |
RETREAT HOSPITAL, INC. |
RIVERSIDE HEALTHCARE SYSTEM, L.P. |
SAN XXXX HEALTHCARE SYSTEM, LP |
SARASOTA DOCTORS HOSPITAL, INC. |
SOUTHERN HILLS MEDICAL CENTER, LLC |
SPRING BRANCH MEDICAL CENTER, INC. |
SUN CITY HOSPITAL, INC. |
SUNRISE MOUNTAINVIEW HOSPITAL, INC. |
TALLAHASSEE MEDICAL CENTER, INC. |
TCMC MADISON-PORTLAND, INC. |
TERRE HAUTE REGIONAL HOSPITAL, L.P. |
TIMPANOGOS REGIONAL MEDICAL SERVICES, INC. |
TRIDENT MEDICAL CENTER, LLC |
WALTERBORO COMMUNITY HOSPITAL, INC. |
XXXXXX MEDICAL CENTER, LLC |
WEST FLORIDA REGIONAL MEDICAL CENTER, INC. |
WEST VALLEY MEDICAL CENTER, INC. |
SPOTSYLVANIA MEDICAL CENTER, INC. |
COLUMBIA PARKERSBURG HEALTHCARE SYSTEM, LLC |
MEDICAL CENTERS OF OKLAHOMA, LLC |
XXXXX PROPERTY, LLC |
OUTPATIENT CARDIOVASCULAR CENTER OF CENTRAL FLORIDA, LLC |
CAPITAL DIVISION, INC. |
CENTRAL SHARED SERVICES, LLC |
COLUMBIA ASC MANAGEMENT, L.P. |
COLUMBIA LAGRANGE HOSPITAL, INC. |
DALLAS/FT. WORTH PHYSICIAN, LLC |
EL PASO SURGICENTER, INC. |
GREEN OAKS HOSPITAL SUBSIDIARY, L.P. |
HCA HEALTH SERVICES OF OKLAHOMA, INC. |
HCA MANAGEMENT SERVICES, L.P. |
HEALTH MIDWEST OFFICE FACILITIES CORPORATION |
HEALTH MIDWEST VENTURES GROUP, INC. |
HOSPITAL CORPORATION OF TENNESSEE |
HOSPITAL DEVELOPMENT PROPERTIES, INC. |
HSS SYSTEMS, LLC |
HSS VIRGINIA, L.P. |
INTEGRATED REGIONAL LABORATORIES, LLP |
LAS VEGAS SURGICARE, INC. |
XXXXX-XXXX PHYSICIANS, LLC |
MARIETTA SURGICAL CENTER, INC. |
MEDICAL OFFICE BUILDINGS OF KANSAS, LLC |
MIDWEST DIVISION — OPRMC, LLC |
MIDWEST DIVISION — RPC, LLC |
NASHVILLE SHARED SERVICES GENERAL PARTNERSHIP |
NATIONAL PATIENT ACCOUNT SERVICES, INC. |
NORTH FLORIDA IMMEDIATE CARE CENTER, INC. |
XXXXXXX PHYSICIAN PRACTICE VIII, LLC |
RIVERSIDE HOSPITAL, INC. |
SAN XXXX HOSPITAL, L.P. |
SPRING HILL HOSPITAL, INC. |
ST. MARK’S LONE PEAK HOSPITAL, INC. |
SURGICARE OF XXXXXXX, INC. |
SURGICARE OF FLORIDA, INC. |
SURGICARE OF HOUSTON WOMEN’S, INC. |
SURGICARE OF MANATEE, INC. |
SURGICARE OF NEWPORT XXXXXX, INC. |
SURGICARE OF PALMS WEST, LLC |
TERRE HAUTE MOB, L.P. |
VIRGINIA PSYCHIATRIC COMPANY, INC. |
WOMEN’S AND CHILDREN’S HOSPITAL, INC. |
HCA HEALTH SERVICES OF LOUISIANA, INC. |
BROOKWOOD MEDICAL CENTER OF GULFPORT, INC. |
CMS GP, LLC |
COLUMBIA JACKSONVILLE HEALTHCARE SYSTEM, INC. |
COLUMBIA RIVERSIDE, INC. |
CONROE HOSPITAL CORPORATION |
DUBLIN COMMUNITY HOSPITAL, LLC |
EP HEALTH, LLC |
FAIRVIEW PARK, LIMITED PARTNERSHIP |
GENERAL HEALTHSERV, LLC |
HCA CENTRAL GROUP, INC. |
HD&S CORP. SUCCESSOR, INC. |
HSS HOLDCO, LLC |
HSS SYSTEMS VA, LLC |
INTEGRATED REGIONAL LAB, LLC |
XXXXX-XXXX HOSPITAL, INCORPORATED |
MANAGEMENT SERVICES HOLDINGS, INC. |
MCA INVESTMENT COMPANY |
NOTAMI HOSPITALS OF LOUISIANA, INC. |
NOTAMI HOSPITALS, LLC |
RIO GRANDE REGIONAL HOSPITAL, INC. |
SAMARITAN, LLC |
SAN XXXX MEDICAL CENTER, LLC |
SAN XXXX, LLC |
SJMC, LLC |
SUNBELT REGIONAL MEDICAL CENTER, INC. |
TERRE HAUTE HOSPITAL GP, INC. |
TERRE HAUTE HOSPITAL HOLDINGS, INC. |
UTAH MEDCO, LLC |
VH HOLDCO, INC. |
VH HOLDINGS, INC. |
WHMC, INC. |
MIDWEST HOLDINGS, INC. |
XXXXXXX PHYSICIAN PRACTICE COMPANY |
WOMAN’S HOSPITAL OF TEXAS, INCORPORATED |
HEALTHTRUST MOB, LLC |
HOSPITAL CORPORATION OF NORTH CAROLINA |
NEW ROSE HOLDING COMPANY, INC. |
ENCINO HOSPITAL CORPORATION, INC. |
MIDWEST DIVISION — PFC, LLC |
COLUMBINE PSYCHIATRIC CENTER, INC. |
LAKELAND MEDICAL CENTER, LLC |
XXXXXXX-TRINITY FAMILY CARE, LLC |
SURGICARE OF RIVERSIDE, LLC |
W & C HOSPITAL, INC. |
COLUMBUS CARDIOLOGY, INC. |
COLORADO HEALTH SYSTEMS, INC. |
WESTERN PLAINS CAPITAL, INC. |
